UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[Mark One]

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number:  0-23999

MANHATTAN ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	58-2373424
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia	30339
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 955-7070

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	MANH	Nasdaq Global Select Market

Indicate by check mark whether the Registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes   ☒   No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐   No  ☒

The number of shares of the Registrant’s class of capital stock outstanding as of October 31, 2020, the latest practicable date, is as follows: 63,526,398 shares of common stock, $0.01 par value per share.

MANHATTAN ASSOCIATES, INC.

FORM 10-Q

Quarter Ended September 30, 2020

TABLE OF CONTENTS

PART I

	Financial Information
Item 1.	Financial Statements.
Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019		3
Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2020 and 2019 (unaudited)		4
Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2020 and 2019 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)		6
Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended September 30, 2020 and 2019 (unaudited)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.	28
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	29
Item 1A.	Risk Factors.	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	29
Item 4.	Mine Safety Disclosures.	29
Item 5.	Other Information.	29
Item 6.	Exhibits.	30
Signatures.		31

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	September 30, 2020			December 31, 2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	166,254		$	110,678
Accounts receivable, net of allowance of $3,794 and $2,826, at September 30, 2020 and December 31, 2019, respectively		105,339			100,937
Prepaid expenses and other current assets		16,795			20,426
Total current assets		288,388			232,041
Property and equipment, net		17,930			22,725
Operating lease right-of-use assets		31,145			35,896
Goodwill, net		62,244			62,237
Deferred income taxes		4,386			6,814
Other assets		12,888			12,566
Total assets	$	416,981		$	372,279
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,038		$	20,561
Accrued compensation and benefits		33,158			45,991
Accrued and other liabilities		19,363			19,325
Deferred revenue		113,205			94,371
Income taxes payable		1,325			1,348
Total current liabilities		185,089			181,596
Operating lease liabilities, long-term		27,613			32,416
Other non-current liabilities		16,302			15,989
Shareholders' equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2020 and 2019		-			-
Common stock, $0.01 par value; 200,000,000 shares authorized; 63,526,106 and 63,456,986 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		635			635
Retained earnings		206,735			159,490
Accumulated other comprehensive loss		(19,393	)		(17,847	)
Total shareholders' equity		187,977			142,278
Total liabilities and shareholders' equity	$	416,981		$	372,279

See accompanying Notes to Condensed Consolidated Financial Statements.

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Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020		2019
	(unaudited)			(unaudited)		(unaudited)		(unaudited)
Revenue:
Cloud subscriptions	$	21,064		$	14,242	$	56,827	$	31,110
Software license		13,233			15,486		28,649		39,621
Maintenance		37,305			37,763		108,947		111,185
Services		73,470			91,626		232,654		274,208
Hardware		4,685			3,158		12,213		8,896
Total revenue		149,757			162,275		439,290		465,020
Costs and expenses:
Cost of software license		527			748		1,673		1,963
Cost of cloud subscriptions, maintenance and services		64,672			73,618		201,382		211,151
Research and development		20,454			22,614		63,713		65,824
Sales and marketing		11,399			12,125		34,196		41,426
General and administrative		15,536			16,236		45,666		48,091
Depreciation and amortization		2,193			1,937		6,796		5,710
Total costs and expenses		114,781			127,278		353,426		374,165
Operating income		34,976			34,997		85,864		90,855
Other (loss) income, net		(891	)		810		371		368
Income before income taxes		34,085			35,807		86,235		91,223
Income tax provision		9,119			8,700		19,535		22,219
Net income	$	24,966		$	27,107	$	66,700	$	69,004
Basic earnings per share	$	0.39		$	0.42	$	1.05	$	1.07
Diluted earnings per share	$	0.39		$	0.42	$	1.04	$	1.06
Weighted average number of shares:
Basic		63,524			64,247		63,541		64,591
Diluted		64,427			64,992		64,298		65,112

See accompanying Notes to Condensed Consolidated Financial Statements.

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Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020			2019
	(unaudited)		(unaudited)			(unaudited)			(unaudited)
Net income	$	24,966	$	27,107		$	66,700		$	69,004
Foreign currency translation adjustment		1,589		(1,925	)		(1,546	)		(1,688	)
Comprehensive income	$	26,555	$	25,182		$	65,154		$	67,316

See accompanying Notes to Condensed Consolidated Financial Statements.

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Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
	2020			2019
	(unaudited)			(unaudited)
Operating activities:
Net income	$	66,700		$	69,004
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,796			5,710
Equity-based compensation		24,068			23,646
Loss (gain) on disposal of equipment		15			(436	)
Deferred income taxes		2,409			(1,331	)
Unrealized foreign currency loss (gain)		415			(570	)
Changes in operating assets and liabilities:
Accounts receivable, net		(3,799	)		(9,178	)
Other assets		2,331			(7,042	)
Accounts payable, accrued and other liabilities		(15,446	)		16,271
Income taxes		547			576
Deferred revenue		18,832			15,696
Net cash provided by operating activities		102,868			112,346
Investing activities:
Purchase of property and equipment		(1,928	)		(11,358	)
Net maturities of investments		-			1,439
Net cash used in investing activities		(1,928	)		(9,919	)
Financing activities:
Purchase of common stock		(43,523	)		(86,459	)
Net cash used in financing activities		(43,523	)		(86,459	)
Foreign currency impact on cash		(1,841	)		(1,476	)
Net change in cash and cash equivalents		55,576			14,492
Cash and cash equivalents at beginning of period		110,678			99,126
Cash and cash equivalents at end of period	$	166,254		$	113,618

See accompanying Notes to Condensed Consolidated Financial Statements.

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Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Retained			Comprehensive			Shareholders'
	Shares			Amount			Capital			Earnings			Loss			Equity
For the Three Months Ended September 30, 2020
Balance, June 30, 2020 (unaudited)		63,518,968		$	635		$	-		$	173,125		$	(20,982	)	$	152,778
Repurchase of common stock		(3,963	)		-			(9,012	)		8,644			-			(368	)
Restricted stock units issuance		11,101			-			-			-			-			-
Equity-based compensation		-			-			9,012			-			-			9,012
Foreign currency translation adjustment		-			-			-			-			1,589			1,589
Net income		-			-			-			24,966			-			24,966
Balance, September 30, 2020 (unaudited)		63,526,106		$	635		$	-		$	206,735		$	(19,393	)	$	187,977
For the Nine Months Ended September 30, 2020
Balance, December 31, 2019 (audited)		63,456,986		$	635		$	-		$	159,490		$	(17,847	)	$	142,278
Repurchase of common stock		(561,901	)		(6	)		(24,062	)		(19,455	)		-			(43,523	)
Restricted stock units issuance		631,021			6			(6	)		-			-			-
Equity-based compensation		-			-			24,068			-			-			24,068
Foreign currency translation adjustment		-			-			-			-			(1,546	)		(1,546	)
Net income		-			-			-			66,700			-			66,700
Balance, September 30, 2020 (unaudited)		63,526,106		$	635		$	-		$	206,735		$	(19,393	)	$	187,977
For the Three Months Ended September 30, 2019
Balance, June 30, 2019 (unaudited)		64,322,067		$	643		$	-		$	170,668		$	(16,624	)	$	154,687
Repurchase of common stock		(432,995	)		(4	)		(8,002	)		(28,215	)		-			(36,221	)
Restricted stock units issuance		11,456			-			-			-			-			-
Equity-based compensation		-			-			8,002			-			-			8,002
Foreign currency translation adjustment		-			-			-			-			(1,925	)		(1,925	)
Net income		-			-			-			27,107			-			27,107
Balance, September 30, 2019 (unaudited)		63,900,528		$	639		$	-		$	169,560		$	(18,549	)	$	151,650
For the Nine Months Ended September 30, 2019
Balance, December 31, 2018 (audited)		64,860,419		$	649		$	-		$	163,359		$	(16,861	)	$	147,147
Repurchase of common stock		(1,306,193	)		(13	)		(23,643	)		(62,803	)		-			(86,459	)
Restricted stock units issuance		346,302			3			(3	)		-			-			-
Equity-based compensation		-			-			23,646			-			-			23,646
Foreign currency translation adjustment		-			-			-			-			(1,688	)		(1,688	)
Net income		-			-			-			69,004			-			69,004
Balance, September 30, 2019 (unaudited)		63,900,528		$	639		$	-		$	169,560		$	(18,549	)	$	151,650

See accompanying Notes to Condensed Consolidated Financial Statements.

7

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of our financial position at September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with our audited consolidated financial statements and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, 2019.

Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements Adopted in Fiscal Year 2020

Credit Impairment

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. This guidance is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted.

On January 1, 2020, we adopted ASU 2016-13 using the modified retrospective method applied for all financial assets measured at amortized cost. Our analysis involved utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered the age of the accounts receivable, our historical write-offs, and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. We also analyzed future expected credit losses given ever present changes to future risks in projected economic conditions and future risks of customer collection. The net impact of the adoption of ASU 2016-13 was immaterial on our consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company beginning January 1, 2021, with early adoption permitted. It would require us to recognize a cumulative effect adjustment to the opening balance of reinvested earnings, if applicable. We do not expect our adoption of this guidance to have a material impact on our consolidated financial statements.

2. Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from software licenses, cloud subscriptions, customer support services and software enhancements (“maintenance”), implementation and training services, and sales of hardware. We exclude sales and usage-based taxes from revenue.

Nature of Products and Services

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer.

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Cloud subscriptions includes software as a service (SaaS) and arrangements which provide customers with the right to use our software within a cloud-based environment that we provide and manage where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized ratably over the contract period. For contracts that include a perpetual license and hosting services, we generally consider the arrangement as an overall service, recognized over the initial hosting term. The software license fee typically due at the outset of the arrangement is not payable again if the customer renews the hosting services, so that the customer’s option to renew the hosting services is a material right, the revenue from which, if the option is exercised, we will recognize over the applicable renewal period.

Our perpetual software licenses are typically sold with maintenance under which we provide a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Revenue related to maintenance is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months.

Our services revenue consists of fees generated from implementation, training, and application managed services, including reimbursements of out-pocket expenses in connection with our implementation services. Implementation services include system planning, design, configuration, testing, and other software implementation support, and are typically optional and distinct from our software. Following implementation, customers may purchase application managed services to support and maintain our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. In certain situations, we render professional services under agreements based upon a fixed fee for portions of or all of the engagement. Revenue related to fixed-fee-based services contracts is recognized over time based on the proportion performed.

As part of a complete solution, our customers periodically purchase hardware products developed and manufactured by third parties from us for use with the software licenses purchased from us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. As we do not physically control the hardware that we sell, we are acting as an agent in the transaction and recognize our hardware revenue net of related cost. We recognize hardware revenue when control is transferred to the customer upon shipment.

Significant Judgements

Our contracts with customers typically contain promises to transfer multiple products and services to a customer. Judgement is required to determine whether each product and service is considered to be a distinct performance obligation that should be accounted for separately under the contract. We allocate the transaction price to the distinct performance obligations based on relative standalone selling price (SSP). We estimate SSP based on the prices charged to customers, or by using information such as market conditions and other observable inputs. However, the selling price of our software licenses is highly variable. Thus, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

Contract Balances

Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Cloud subscriptions and maintenance are typically billed annually in advance. Services are typically billed monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less as we rarely offer terms extending beyond one year.

Deferred revenue mainly represents amounts collected prior to having completed performance of maintenance, cloud subscriptions and professional services. In the three and nine months ended September 30, 2020, we recognized $15.1 million and $84.5 million of revenue that was included in the deferred revenue balance as of December 31, 2019. In the three months ended September 30, 2020, we recognized $51.3 million of revenue that was included in the deferred revenue balance as of June 30, 2020.

No revenue was recognized during the three and nine months ended September 30, 2020 from performance obligations that were satisfied in prior periods.

Remaining Performance Obligations

As of September 30, 2020, approximately $257.3 million of revenue is expected to be recognized from remaining performance obligations for cloud subscriptions, maintenance contracts, and application managed services with a non-cancelable term greater than 1 year (including deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods).  We expect to recognize revenue on approximately 49% of these remaining performance obligations over the next 24 months with the balance

9

recognized thereafter.  We have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

Returns and Allowances

We have not experienced significant returns or warranty claims to date and, as a result, have not recorded a provision for the cost of returns and product warranty claims.

We record an allowance for doubtful accounts based on historical experience of write-offs and a detailed assessment of accounts receivable. Additions to the allowance for credit losses generally represent a sales allowance on services revenue, which are recorded to operations as a reduction to services revenue. The total amount charged to operations was immaterial and $1.8 million for the three months ended September 30, 2020 and 2019, respectively, and $2.7 million and $3.6 million for the nine months ended September 30, 2020 and 2019, respectively.

Our analysis involved utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered the age of the accounts receivable, our historical write-offs, and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. We also analyzed future expected credit losses given ever present changes to future risks in projected economic conditions and future risks of customer collection.

Deferred Commissions

We consider sales commissions to be incremental costs of obtaining a contract with a customer. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were $11.2 million as of September 30, 2020, of which $8.0 million is included in other assets and $3.2 million is included in prepaid expenses and other current assets. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was $0.8 million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively, and $2.2 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively. No impairment losses were recognized during the periods.

3. Fair Value Measurement

We measure our investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and its characteristics.  This hierarchy prioritizes the inputs into three broad levels as follows:

• Level 1–Quoted prices in active markets for identical instruments.

• Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Investments with maturities of 90 days or less from the date of purchase are classified as cash equivalents; investments with maturities of greater than 90 days from the date of purchase but less than one year are generally classified as short-term investments; and investments with maturities of one year or greater from the date of purchase are generally classified as long-term investments.  Unrealized holding gains and losses are reflected as a net amount in a separate component of shareholders’ equity until realized.  For the purposes of computing realized gains and losses, cost is determined on a specific identification basis.

At September 30, 2020, our cash and cash equivalents were $156.0 million and $10.3 million, respectively. We had neither short-term investments nor long-term investments at September 30, 2020. Cash equivalents consist of highly liquid money market funds. For money market funds, we use quoted prices from active markets that are classified at Level 1, the highest level of observable input in the disclosure hierarchy framework. We had no investments classified at Level 2 or Level 3 at September 30, 2020.

4. Leases

We lease our facilities and some of our equipment under noncancelable operating lease arrangements that expire at various dates through 2029. For a few of our facility leases, we have certain options to extend the lease term for up to 10 years, at our sole discretion. We have no finance leases.

We present below the operating lease right-of-use assets and lease liabilities as of September 30, 2020 (in thousands):

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	September 30, 2020
ASSETS
Operating lease right-of-use assets	$	31,145
LIABILITIES
Operating lease liabilities, current (included in accrued and other liabilities)	$	6,552
Operating lease liabilities, long-term		27,613
Total operating lease liabilities	$	34,165

Aggregate future minimum lease payments under noncancelable operating leases as of September 30, 2020 are as follows (in thousands):

Year Ending December 31,
2020 (excluding the nine months ended September 30, 2020)	$	1,909
2021		6,933
2022		6,374
2023		6,528
2024		6,326
Thereafter		13,363
Total minimum payments required		41,433
Less short-term leases		-
Less imputed interest		(7,268	)
Total operating lease liabilities	$	34,165

The total lease cost for the three and nine months ended September 30, 2020 was $2.0 million and $6.0 million, respectively. Total lease cost for the three months ended September 30, 2020 consisted of $1.9 million of operating lease costs, and $0.1 million of short-term lease costs. For the nine months ended September 30, 2020, total lease cost consisted of $5.7 million of operating lease costs, and $0.3 of short-term lease costs.

Total lease cost for the three and nine months ended September 30, 2019 was $2.2 million and $6.4 million, respectively. Total lease cost for the three months ended September 30, 2019 consisted of $2.1 million of operating lease costs, and $0.1 million of short-term lease costs. For the nine months ended September 30, 2019, total lease cost consisted of $6.1 million of operating lease cost, and $0.3 million of short-term lease costs.  

Our variable lease costs for the three and nine months ended September 30, 2020 and 2019 were immaterial.

Other information related to operating leases are as follows:

Weighted average remaining lease term	6.2 years
Weighted average discount rate		4	%
Supplemental cash flow information - operating cash flows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,268

5. Equity-Based Compensation

We granted 632 and 4,653 restricted stock units (RSUs) during the three months ended September 30, 2020 and 2019, respectively, and granted 533,099 and 943,384 RSUs during the nine months ended September 30, 2020 and 2019, respectively. Equity-based compensation expense related to RSUs was $9.0 million and $8.0 million during the three months ended September 30, 2020 and 2019, respectively, and $24.1 million and $23.6 million during the nine months ended September 30, 2020 and 2019, respectively.

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We present below a summary of changes during the nine months ended September 30, 2020 in our unvested units of restricted stock:

	Number of shares/units
Outstanding at December 31, 2019		1,496,693
Granted		533,099
Vested		(517,087	)
Forfeited		(44,279	)
Outstanding at September 30, 2020		1,468,426

6. Income Taxes

Our effective tax rate was 26.8% and 24.3% for the three months ended September 30, 2020 and 2019, respectively, and 22.7% and 24.4% for the nine months ended September 30, 2020 and 2019, respectively. The increase in the effective tax rate for the three months ended September 30, 2020 is due to an increase in non-deductible equity-based compensation, and reduction in expected business credits and deductions. The decrease in the effective tax rate for the nine months ended September 30, 2020 is due to an increase of $3.7 million in excess tax benefits on restricted stock vestings, partially offset by an increase in non-deductible equity-based compensation, and reduction in expected business credits and deductions.

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended September 30, 2020, there were no material changes to our uncertain tax positions. There has been no change to our policy that recognizes potential interest and penalties related to uncertain tax positions within our global operations in income tax expense.

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, Manhattan is subject to examination by taxing authorities throughout the world.  We are no longer subject to the U.S. federal, substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2012.

7. Basic and Diluted Net Income Per Share

Basic net income per share is computed using net income divided by the weighted average number of shares of common stock outstanding (“Weighted Shares”) for the period presented.

Diluted net income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of common equivalent shares (CESs) outstanding for each period presented.

In the following table, we present a reconciliation of earnings per share and the shares used in the computation of earnings per share for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
	(in thousands, except per share data)				(in thousands, except per share data)
Net income	$	24,966	$	27,107	$	66,700		$	69,004
Earnings per share:
Basic	$	0.39	$	0.42	$	1.05		$	1.07
Effect of CESs		-		-		(0.01	)		(0.01	)
Diluted	$	0.39	$	0.42	$	1.04		$	1.06
Weighted average number of shares:
Basic		63,524		64,247		63,541			64,591
Effect of CESs		903		745		757			521
Diluted		64,427		64,992		64,298			65,112

The number of anti-dilutive CESs during the three and nine months ended September 30, 2020 and 2019 was immaterial.

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8. Contingencies

From time to time, we may be involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course. Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in a company’s product could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances. We are not currently a party to any legal proceedings in the ordinary course of business or other legal proceedings the result of which we believe is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as such legal costs are incurred.

9. Operating Segments

We manage our business by geographic region and have three geographic reportable segments: North and Latin America (the “Americas”); Europe, the Middle East and Africa (EMEA); and Asia Pacific (APAC). All segments derive revenue from the sale and implementation of our supply chain commerce solutions.  The individual products sold by the segments are similar in nature and are all designed to help companies manage the effectiveness and efficiency of their supply chain commerce. We use the same accounting policies for each reportable segment. The chief executive officer and chief financial officer evaluate performance based on revenue and operating results for each reportable segment.

The Americas segment charges royalty fees to the other segments based on software licenses and cloud subscriptions sold by those reportable segments. The royalties, which totaled approximately $1.0 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, and $2.5 million and $3.5 million for the nine months ended September 30, 2020, respectively, are included in costs of revenue for each segment with a corresponding reduction in the Americas segment’s cost of revenue. The revenues represented below are from external customers only. The geography-based costs consist of costs for professional services personnel, direct sales and marketing expenses, infrastructure costs to support the employee and customer base, billing and financial systems, management and general and administrative support.  Certain corporate expenses included in the Americas segment are not charged to the other segments.  Such expenses include research and development, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Costs in the Americas segment include all research and development costs, including the costs associated with our operations in India.

In accordance with the segment reporting topic of the FASB Accounting Standards Codification, we present below certain financial information by reportable segment for the three and nine months ended September 30, 2020 and 2019 (in thousands):

	Three Months Ended September 30,
	2020								2019
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	18,112	$	2,447	$	505	$	21,064	$	12,501	$	1,444	$	297	$	14,242
Software license		11,468		1,048		717		13,233		13,753		874		859		15,486
Maintenance		29,164		5,630		2,511		37,305		30,342		5,235		2,186		37,763
Services		57,789		12,546		3,135		73,470		72,274		15,425		3,927		91,626
Hardware		4,635		50		-		4,685		3,158		-		-		3,158
Total revenue		121,168		21,721		6,868		149,757		132,028		22,978		7,269		162,275
Costs and Expenses:
Cost of revenue		49,300		12,497		3,402		65,199		58,040		12,634		3,692		74,366
Operating expenses		42,634		3,696		1,059		47,389		46,001		3,778		1,196		50,975
Depreciation and amortization		1,938		209		46		2,193		1,677		195		65		1,937
Total costs and expenses		93,872		16,402		4,507		114,781		105,718		16,607		4,953		127,278
Operating income	$	27,296	$	5,319	$	2,361	$	34,976	$	26,310	$	6,371	$	2,316	$	34,997

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	Nine Months Ended September 30,
	2020								2019
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	49,700	$	5,746	$	1,381	$	56,827	$	27,105	$	3,312	$	693	$	31,110
Software license		23,771		2,487		2,391		28,649		28,033		9,796		1,792		39,621
Maintenance		85,835		16,392		6,720		108,947		88,747		15,759		6,679		111,185
Services		180,227		42,906		9,521		232,654		215,898		45,442		12,868		274,208
Hardware		12,149		61		3		12,213		8,896		-		-		8,896
Total revenue		351,682		67,592		20,016		439,290		368,679		74,309		22,032		465,020
Costs and Expenses:
Cost of revenue		153,396		39,267		10,392		203,055		164,307		38,049		10,758		213,114
Operating expenses		129,687		10,561		3,327		143,575		138,236		13,530		3,575		155,341
Depreciation and amortization		6,037		617		142		6,796		4,949		568		193		5,710
Total costs and expenses		289,120		50,445		13,861		353,426		307,492		52,147		14,526		374,165
Operating income	$	62,562	$	17,147	$	6,155	$	85,864	$	61,187	$	22,162	$	7,506	$	90,855

The majority of our software license revenue relates to our warehouse management product group (over 65%) for the three and nine months ended September 30, 2020. Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel and transportation management solutions for the nine months ended September 30, 2020.

At September 30, 2020, total assets for the Americas, EMEA and APAC segments were $364.1 million, $41.5 million and $11.3 million, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019, including the notes to those statements, included elsewhere in this quarterly report. We also recommend the following discussion be read in conjunction with management’s discussion and analysis and consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. Statements in the following discussion that are not statements of historical fact are “forward-looking statements.” Actual results may differ materially from the results predicted in such forward-looking statements, for a variety of factors.  See “Forward-Looking Statements” below.

References in this filing to the “Company,” “Manhattan,” “Manhattan Associates,” “we,” “our,” and “us” refer to Manhattan Associates, Inc., our predecessors, and our wholly owned and consolidated subsidiaries.

Business Overview

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains, inventory and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s most premier and profitable brands.

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point of sale effectiveness and efficiency for our customers.

We have five principal sources of revenue:

• cloud subscriptions, including software as a service (SaaS) and hosting of software;

• licenses of our software;

• customer support services and software enhancements (collectively, “maintenance”);

• professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and

• hardware sales.

In the three and nine months ended September 30, 2020, we generated $149.8 million and $439.3 million in total revenue, respectively. The revenue mix for the three months ended September 30, 2020 was: cloud subscriptions 14%; software license 9%; maintenance 25%; services 49%; and hardware 3%. The revenue mix for the nine months ended September 30, 2020 was: cloud subscriptions 13%; software license 6%; maintenance 25%; services 53%; and hardware 3%.

We have three geographic reportable segments: North and Latin America (the “Americas”), Europe, the Middle East and Africa (EMEA), and Asia-Pacific (APAC). Geographic revenue is based on the location of the sale. Our international revenue was approximately $41.7 million and $131.0 million for the three and nine months ended September 30, 2020, respectively, which represents approximately 28% and 30% of our total revenue for the three and nine months ended September 30, 2020, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At September 30, 2020, we employed approximately 3,500 employees worldwide. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, the United Kingdom, and the United States, as well as representatives in Mexico and reseller partnerships in Latin America, Eastern Europe, the Middle East, South Africa, and Asia.

Future Expectations

Regarding the impact of the novel coronavirus disease (“COVID-19”) pandemic, we remain cautious about the global recovery, which we expect to be slow and protracted. Through the third quarter, we experienced solid demand for our cloud-based supply chain and omnichannel commerce solutions and our competitive win rates remain strong. In May, we launched Manhattan Active® Warehouse Management, the next generation of Warehouse Management solutions. We have rearchitected our warehouse management solution from the ground up as a cloud-native, microservices based, versionless application. The reception has been positive and pipeline opportunities continue to build. Our solutions are mission critical, supporting large and complex, global supply chains. While we are experiencing strong demand and expect continued growth for our Cloud solutions, sales cycles could extend as customers and prospects continue to evaluate our industry leading, modern solutions, including Manhattan Active Warehouse Management. Our Professional Services revenue through the nine months ended September 30, 2020 is approximately 15% lower, and excluding billed travel, approximately 12% lower than the nine months ending September 30, 2019, as clients delay projects due to COVID-19. We have had no notable cancellations in 2020. For the fourth quarter of 2020, we expect Services revenue to be lower than the previous year, primarily driven by COVID-19, as well as our traditional retail peak season impact, which typically occurs in the fourth quarter. Therefore, we have taken a conservative approach and proactive measures to position our company for uncertainty in the near-term while maintaining flexibility to extend our market-leading position when a normalization of business activity resumes.

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We have taken steps to best ensure the health and safety of our employees globally.  Our daily execution has evolved into a largely virtual model, and we continue to find innovative ways to engage with customers and prospects, ensuring that they are supported as they navigate their way through this period.  

As previously announced, effective April 1, 2020, we reduced the salaries of the chief executive officer and the fees of the board of directors by 25%; we reduced the salary of the chief financial officer by 15% and other named executive officers by 10%; we suspended our share repurchase program; and we suspended our 401k plan company match. We are aggressively managing operating expenses globally, including by continuing a partial hiring freeze that was implemented during the second quarter.

Importantly, these expense reductions will not materially impact our ability to support our customers or make key investments in research and development to further extend our competitive positioning. We will continue to actively monitor the situation and may take further actions that modify our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, and partners.

Going forward, we are investing significantly in our transition to a cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives. Our pace of investment and timing combined with global macroeconomic conditions and disruptions related to COVID-19 as a whole, have impacted and may continue to impact revenue and earnings growth, based on timing of recovery. The pace at which the market for our products transitions from perpetual license to cloud subscriptions, resulting in revenue recognition spread out over the subscription period rather than up front, combined with extended lead times for developing new business, can cause uncertainty for our future expectations, impacting our ability to accurately forecast bookings and revenues from quarter to quarter and over the longer term.

For the remainder of 2020, our five strategic goals remain:

• Focus on customer success and drive sustainable long-term growth;

• Invest in innovation to expand our products and total addressable market;

• Expand our Manhattan Active Suite of Cloud Solutions;

• Develop and grow our cloud business and cloud subscription revenue; and

• Expand our global sales and marketing teams.

Cloud Subscription

Historically, our software licenses were sold as perpetual licenses, under which customers own the software license and revenue is recognized at the time of sale. In 2017, we released Manhattan Active™ Solutions, accelerating our business transition to cloud subscriptions. Under a cloud subscription, customers pay a periodic fee for the right to use our software within a cloud-based environment that we provide and manage over a specified period of time. As part of our subscription program, we allow our existing customers to convert their maintenance contracts to cloud subscription contracts. Some customers have converted their maintenance contracts to cloud subscriptions, and we expect there will be continued opportunities to convert existing maintenance contracts to cloud subscription contracts in the future.

With the launch of Manhattan Active™ Solutions, the transition to a cloud subscription model has had, and may continue to have, an adverse impact on revenue, earnings and cash flow relative to periods in which we primarily sell perpetual licenses. This effect will continue until a stable, recurring mix of perpetual license to cloud subscription revenue develops.

Global Economic Trends and Industry Factors

Global macro-economic trends, technology spending, and supply chain management market growth are important barometers for our business. In the three and nine months ended September 30, 2020, approximately 72% and 70% of our total revenue was generated in the United States, respectively, 15% in EMEA in both periods, and the remaining balance in APAC, Canada, and Latin America. In addition, Gartner Inc. (“Gartner”), an information technology research and advisory company, estimates that nearly 80% of every supply chain software solutions dollar invested is spent in North America and Western Europe; consequently, the health of the U.S. and the Western European economies have a meaningful impact on our financial results.

We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software is often a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. While we are encouraged by our results, we, along with many of our customers, still remain cautious regarding macroeconomic conditions. We believe global geopolitical and economic volatility likely will continue to shape customers’ and prospects’ enterprise software buying decisions, which could extend sales cycles for our products, the timing of large enterprise cloud subscriptions and software license sales. Delays with respect to such decisions can have a material adverse impact on our business and may further intensify competition in our already highly competitive markets.

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Revenue

Cloud Subscriptions and Software License Revenue.  Cloud subscriptions revenue and remaining performance obligation growth are the leading indicators of our business performance, primarily derived from cloud subscription fees that customers pay for supply chain solutions. Since we announced our transition to becoming a cloud-first company in 2017 with our launch of Manhattan Active Solutions, we have continued to see a significant shift in demand for cloud solutions versus software license. By comparison, in 2016, cloud subscriptions and software license revenue represented 7% and 93%, respectively, of our total cloud and software license revenue mix. In the full year ended 2020, we estimate cloud subscriptions and software license revenue to be 70% and 30%, respectively, of our total cloud and software license revenue mix. From 2016 to 2020 forecast, we estimate software license revenue to decline on an annual compounded negative growth of 20%, driven by the overall strong demand for cloud solutions. In the nine months ended September 30, 2020, cloud subscriptions revenue surpassed software license revenue, representing 66% of the total cloud and software license revenue mix. Going forward, we expect cloud revenue to increase as a percentage of total software and cloud revenue mix as market demand for cloud solutions is supplanting legacy perpetual license demand.

In the three months ended September 30, 2020, cloud subscriptions revenue totaled $21.1 million or 14% of total revenues. In the nine months ended September 30, 2020, cloud subscriptions revenue totaled $56.8 million or 13% of total revenues.

The Americas, EMEA and APAC segments recognized $18.1 million, $2.5 million and $0.5 million in cloud subscriptions revenue, respectively, in the three months ended September 30, 2020. The Americas, EMEA and APAC segments recognized $49.7 million, $5.7 million and $1.4 million in cloud subscriptions revenue, respectively, in the nine months ended September 30, 2020. Cloud subscriptions revenue is recognized ratably over the term of the agreement, typically 36 to 60 months. In the three and nine months ended September 30, 2020, the percentage mix of new to existing customers for the combination of software license and cloud subscriptions sales was approximately 25/75 and 20/80, respectively.

In the three months ended September 30, 2020, software license revenue totaled $13.2 million, or 9% of total revenue. In the nine months ended September 30, 2020, software license revenue totaled $28.6 million or 6% of total revenue. Software license revenue recognized by the Americas, EMEA, and APAC segments totaled $11.5 million, $1.0 million, and $0.7 million, respectively, in the three months ended September 30, 2020. Software license revenue recognized by the Americas, EMEA, and APAC segments totaled $23.7 million, $2.5 million, and $2.4 million, respectively, in the nine months ended September 30, 2020.

Cloud subscriptions and software license revenue growth are influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles. In addition, the timing of the closing of a few large software license transactions can have a material impact on our software license revenues, operating profit, operating margins and earnings per share. For example, $0.9 million of either pre-tax profit or expense in the third quarter of 2020 equates to approximately one cent of diluted earnings per share impact.

Our software solutions are focused on core supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), Inventory optimization and Omnichannel operations (e-commerce, retail store operations and point of sale), which are intensely competitive markets characterized by rapid technological change. We are a market leader in the supply chain management and omnichannel software solutions market as defined by industry analysts such as ARC Advisory Group and Gartner. Our goal is to extend our position as a leading global supply chain solutions provider by growing our software license and cloud subscriptions revenues faster than our competitors through investment in innovation. We expect to continue to face increased competition from Enterprise Resource Planning (ERP) and Supply Chain Management applications vendors and business application software vendors that may broaden their solutions offerings by internally developing, or by acquiring or partnering with independent developers of supply chain planning and execution software. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share.

Maintenance Revenue. Our maintenance revenue for the three months ended September 30, 2020 totaled $37.3 million, or 25% of total revenue. For the nine months ended September 30, 2020, maintenance revenue totaled $108.9 million or 25% of total revenue. The Americas, EMEA and APAC segments recognized $29.2 million, $5.6 million and $2.5 million in maintenance revenue, respectively, in the three months ended September 30, 2020. For the nine months ended September 30, 2020, maintenance revenue recognized by the Americas, EMEA, and APAC segments totaled $85.8 million, $16.4 million and $6.7 million, respectively.  For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. The growth of maintenance revenues is influenced by: (1) new software license revenue growth; (2) annual renewal of support contracts; (3) increase in customers through acquisitions; (4) fluctuations in currency rates, and (5) conversion of maintenance contracts to cloud subscription contracts. Substantially all of our customers renew their annual support contracts. Over the last three years, our annual revenue renewal rate of customers subscribing to comprehensive support and enhancements has been greater than 90%. Maintenance revenue is generally paid in advance and recognized ratably over the term of the agreement, typically twelve months. Maintenance renewal revenue is recognized over the renewal period once we have a contract upon payment from the customer.

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Services Revenue.  In the three months ended September 30, 2020, our services revenue totaled $73.5 million, or 49% of total revenue. The Americas, EMEA and APAC segments recognized $57.8 million, $12.6 million and $3.1 million in services revenue, respectively, in the three months ended September 30, 2020. In the nine months ended September 30, 2020, our services revenue totaled $232.7 million, or 53% of total revenue. The Americas, EMEA and APAC segments recognized $180.3 million, $42.9 million and $9.5 million in services revenue, respectively, in the nine months ended September 30, 2020. Due to our large services revenue mix as a percentage of total revenue, our consolidated operating margin profile may be lower than those of our competitors, and while we believe our services margins are strong, they do lower our operating margin profile.

Our professional services organization provides our customers with expertise and assistance in planning and implementing our solutions. To ensure a successful product implementation, consultants assist customers with the initial installation of a system, the conversion and transfer of the customer’s historical data onto our system, and ongoing training, education, and system upgrades.  We believe our professional services enable customers to implement our software rapidly, ensure the customer’s success with our solutions, strengthen our customer relationships, and add to our industry-specific knowledge base for use in future implementations and product innovations.

Although our professional services are optional, the majority of our customers use at least some portion of these services for their planning, implementation, or related needs.  Professional services are typically rendered under time and materials-based contracts with services typically billed on an hourly basis.  Professional services are sometimes rendered under fixed-fee based contracts with payments due on specific dates or milestones.

Services revenue growth is contingent upon our software license revenue, cloud subscriptions and customer upgrade cycles, which are influenced by the strength of general economic and business conditions and the competitive position of our software products.  In addition, our professional services business has competitive exposure to offshore providers and other consulting companies.  All of these factors potentially create the risk of pricing pressure, fewer customer orders, reduced gross margins, and loss of market share.

Hardware Revenue. Our hardware revenue, which we recognize net of related costs, totaled $4.7 million in the three months ended September 30, 2020 representing 3% of total revenue. For the nine months ended September 30, 2020, hardware revenue totaled $12.2 million, or 3% of total revenue. In conjunction with the licensing of our software, and as a convenience for our customers, we resell a variety of hardware products developed and manufactured by third parties.  These products include computer hardware, radio frequency terminal networks, RFID chip readers, bar code printers and scanners, and other peripherals.  We resell all third-party hardware products and related maintenance pursuant to agreements with manufacturers or through distributor-authorized reseller agreements pursuant to which we are entitled to purchase hardware products and services at discount prices.  We generally purchase hardware from our vendors only after receiving an order from a customer.  As a result, we do not maintain hardware inventory.

Product Development

We continue to invest significantly in research and development (R&D) to provide leading solutions that help global retailers, manufacturers, wholesalers, distributors, and logistics providers successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations and point of sale. Our R&D expenses were $20.5 million and $63.7 million for the three and nine months ended September 30, 2020, respectively.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, omnichannel and point of sale software solutions.  We offer what we believe to be the broadest solutions portfolio in the supply chain solutions marketplace, to address all aspects of inventory optimization, transportation management, distribution management, planning, and omnichannel operations including order management, store inventory & fulfillment, call center and point of sale.

We also plan to continue to enhance our existing solutions and to introduce new solutions to address evolving industry standards and market needs.  We identify opportunities to further enhance our solutions and to develop and provide new solutions through our customer support organization, as well as through ongoing customer consulting engagements and implementations, interactions with our user groups, association with leading industry analysts and market research firms, and participation in industry standards and research committees.  Our solutions address the needs of customers in various vertical markets, including retail, consumer goods, food and grocery, logistics service providers, industrial and wholesale, high technology and electronics, life sciences, and government.

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Cash Flow and Financial Condition

For the three and nine months ended September 30, 2020, we generated cash flow from operating activities of $42.5 million and $102.9 million, respectively. Our cash and cash equivalents at September 30, 2020 totaled $166.3 million, with no debt on our balance sheet. We currently have no credit facilities. Our primary uses of cash have been for funding investments in R&D, in operations to drive revenue and earnings growth, and repurchases of our common stock.

During the three months ended March 31, 2020, we repurchased 337,007 shares of Manhattan Associates’ outstanding common stock for approximately $25.0 million under the share repurchase program approved by our Board of Directors. In April 2020, the Company suspended its share repurchase program because of COVID-19-related considerations. Accordingly, during the second and third quarters of 2020, the Company did not repurchase any shares of Manhattan Associates common stock under the share repurchase program. The Company’s authorized repurchase limit remains at $50 million.

For the remainder of 2020, our priorities for use of cash will continue to be investments in product development and growth of our business. We expect to continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. We also expect to continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We do not anticipate any borrowing requirements for the remainder of 2020 for general corporate purposes.

Results of Operations

In the following table, we present a summary of our consolidated results for the three and nine months ended September 30, 2020 and 2019.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020		2019
	(in thousands, except per share data)
Revenue	$	149,757		$	162,275	$	439,290	$	465,020
Costs and expenses		114,781			127,278		353,426		374,165
Operating income		34,976			34,997		85,864		90,855
Other (loss) income, net		(891	)		810		371		368
Income before income taxes		34,085			35,807		86,235		91,223
Net income	$	24,966		$	27,107	$	66,700	$	69,004
Diluted earnings per share	$	0.39		$	0.42	$	1.04	$	1.06
Diluted weighted average number of shares		64,427			64,992		64,298		65,112

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We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only.  The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business.  There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology.  Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three and nine months ended September 30, 2020 and 2019, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

	Three Months Ended September 30,							Nine Months Ended September 30,
	2020		2019		% Change vs. Prior Year			2020		2019		% Change vs. Prior Year
Revenue:	(in thousands)							(in thousands)
Cloud subscriptions
Americas		18,112		12,501		45	%		49,700		27,105		83	%
EMEA		2,447		1,444		69	%		5,746		3,312		73	%
APAC		505		297		70	%		1,381		693		99	%
Total cloud subscriptions		21,064		14,242		48	%		56,827		31,110		83	%
Software license
Americas		11,468		13,753		-17	%		23,771		28,033		-15	%
EMEA		1,048		874		20	%		2,487		9,796		-75	%
APAC		717		859		-17	%		2,391		1,792		33	%
Total software license		13,233		15,486		-15	%		28,649		39,621		-28	%
Maintenance
Americas		29,164		30,342		-4	%		85,835		88,747		-3	%
EMEA		5,630		5,235		8	%		16,392		15,759		4	%
APAC		2,511		2,186		15	%		6,720		6,679		1	%
Total maintenance		37,305		37,763		-1	%		108,947		111,185		-2	%
Services
Americas		57,789		72,274		-20	%		180,227		215,898		-17	%
EMEA		12,546		15,425		-19	%		42,906		45,442		-6	%
APAC		3,135		3,927		-20	%		9,521		12,868		-26	%
Total services		73,470		91,626		-20	%		232,654		274,208		-15	%
Hardware
Americas		4,635		3,158		47	%		12,149		8,896		37	%
EMEA		50		-		N/A			61		-		N/A
APAC		-		-		N/A			3		-		N/A
Total hardware and other		4,685		3,158		48	%		12,213		8,896		37	%
Total Revenue
Americas		121,168		132,028		-8	%		351,682		368,679		-5	%
EMEA		21,721		22,978		-5	%		67,592		74,309		-9	%
APAC		6,868		7,269		-6	%		20,016		22,032		-9	%
Total revenue	$	149,757	$	162,275		-8	%	$	439,290	$	465,020		-6	%
Operating income:
Americas		27,296		26,310		4	%		62,562		61,187		2	%
EMEA		5,319		6,371		-17	%		17,147		22,162		-23	%
APAC		2,361		2,316		2	%		6,155		7,506		-18	%
Total operating income	$	34,976	$	34,997		0	%	$	85,864	$	90,855		-5	%

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Condensed Consolidated Financial Summary - Third Quarter 2020

• Consolidated total revenue: $149.8 million for the third quarter of 2020, compared to $162.3 million for the third quarter of 2019;

• Cloud subscription revenue: $21.1 million for the third quarter of 2020, compared to $14.2 million for the third quarter of 2019;

• Software license revenue:  $13.2 million for the third quarter of 2020, compared to $15.5 million for the third quarter of 2019;

• Operating income: $35.0 million for both the third quarter of 2020 and 2019;

• Operating margins: 23.4% for the third quarter of 2020, compared to 21.6% for the third quarter of 2019;

• Diluted earnings per share: $0.39 for the third quarter of 2020 compared to $0.42 for the third quarter of 2019;

• Cash flow from operations: $42.5 million in the third quarter of 2020, compared to $39.9 million in the third quarter of 2019;

• Days sales outstanding: 65 days at September 30, 2020, compared to 73 days at June 30, 2020;

• Cash and investments: $166.3 million at September 30, 2020, compared to $123.6 million at June 30, 2020;

• Share repurchases: In April 2020, the Company suspended its share repurchase program because of COVID-19-related considerations. Accordingly, during the three months ended September 30, 2020, the Company did not repurchase any shares of Manhattan Associates common stock under the share repurchase program. The Company’s authorized repurchase limit remains at $50 million.

Below we discuss our consolidated results of operations for the third quarters of 2020 and 2019.

Revenue

	Three Months Ended September 30,
					% Change vs.			% of Total Revenue
	2020		2019		Prior Year			2020			2019
	(in thousands)
Cloud subscriptions	$	21,064	$	14,242		48	%		14	%		9	%
Software license		13,233		15,486		-15	%		9	%		10	%
Maintenance		37,305		37,763		-1	%		25	%		23	%
Services		73,470		91,626		-20	%		49	%		56	%
Hardware		4,685		3,158		48	%		3	%		2	%
Total revenue	$	149,757	$	162,275		-8	%		100	%		100	%

Cloud Subscriptions Revenue. In 2017, we released Manhattan Active™ Solutions accelerating our business transition to cloud subscriptions. In the third quarter of 2020, cloud subscriptions revenue increased $6.8 million compared to the same quarter in the prior year, as customers began to purchase our SaaS offerings rather than a traditional perpetual license. Our customers increasingly prefer cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $5.6 million, $1.0 million and $0.2 million in the third quarter of 2020, respectively.

Software License Revenue.  Software license revenue decreased $2.3 million in the third quarter of 2020 compared to the same quarter in the prior year as customers began to purchase our SaaS offerings rather than a traditional perpetual license. Our license revenue performance depends on the number and relative value of large deals we close in the period. License revenue for the Americas and APAC segments decreased $2.3 million and $0.2 million in the third quarter of 2020, respectively, while license revenue for the EMEA segment increased $0.2 million.

The perpetual license sales percentage mix across our product suite in the third quarter ended September 30, 2020 was over 65% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $0.5 million in the third quarter of 2020 compared to the same quarter in the prior year. Maintenance revenue for the Americas segment decreased $1.2 million in the third quarter of 2020 compared to the same quarter in the prior year, while the EMEA and APAC segments increased $0.4 million and $0.3 million, respectively.

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Services Revenue.  Services revenue decreased $18.2 million in the third quarter of 2020 compared to the same quarter in the prior year. Services revenue for the Americas, EMEA and APAC segments decreased $14.5 million, $2.9 million, and $0.8 million, respectively, compared to the same quarter in the prior year. The decline in services revenue was primarily due to some customers delaying project implementation and upgrades as a result of the COVID-19 pandemic.

Hardware Revenue.  Hardware sales increased $1.5 million in the third quarter of 2020 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

	Three Months Ended September 30,
	2020		2019		% Change vs. Prior Year
Cost of software license	$	527	$	748		-30	%
Cost of cloud subscriptions, maintenance and services		64,672		73,618		-12	%
Total cost of revenue	$	65,199	$	74,366		-12	%

Cost of Software License.  Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license decreased $0.2 million in the third quarter of 2020 compared with the same quarter in the prior year due primarily to decreased third-party software expenses due to decreased sales of third-party software.

Cost of Cloud Subscriptions, Maintenance and Services.  Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The $8.9 million decrease in the quarter ended September 30, 2020 compared to the same quarter in the prior year was principally due to a $6.8 million decrease in travel expense, and a $2.6 million decrease in performance-based compensation expense, offset by a $1.3 million increase in computer infrastructure costs related to cloud business transition.

Operating Expenses

	Three Months Ended September 30,
	2020		2019		% Change vs. Prior Year
	(in thousands)
Research and development	$	20,454	$	22,614		-10	%
Sales and marketing		11,399		12,125		-6	%
General and administrative		15,536		16,236		-4	%
Depreciation and amortization		2,193		1,937		13	%
Operating expenses	$	49,582	$	52,912		-6	%

Research and Development.  Our principal R&D activities have focused on the expansion and integration of new products and releases, while expanding the product footprint of our software solution suites in Supply Chain, Inventory Optimization and Omnichannel, including cloud-based solutions, point-of-sale and tablet retailing.

For each of the quarters ended September 30, 2020 and 2019, we did not capitalize any R&D costs because the costs incurred following the attainment of technological feasibility for the related software product through the date of general release were insignificant.

R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our R&D activities. R&D expenses for the quarter ended September 30, 2020 decreased by $2.2 million, compared to the same quarter of 2019 principally due to a $1.3 million decrease in compensation and other personnel-related expenses, and a $0.8 million decrease in performance-based compensation expense.

Sales and Marketing.  Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses decreased $0.7 million in the quarter ended September 30, 2020 compared to the same quarter in the prior year primarily due to a $0.7 million decrease in travel expense.

General and Administrative (G&A).  G&A expenses consist primarily of salaries and other personnel-related costs of executive, financial, human resources, information technology, and administrative personnel, as well as facilities, legal, insurance, accounting, and other administrative expenses. G&A expenses decreased $0.7 million, in the current year quarter compared to the same quarter in the prior year, primarily due to decreased performance-based compensation expense.

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Depreciation and Amortization.  Depreciation and amortization of intangibles and software expense for the third quarter of 2020 and 2019 was $2.2 million and $1.9 million, respectively. Amortization of acquisitions expense for the third quarter of 2020 and 2019 was immaterial.

Operating Income

Operating income in both the third quarter of 2020 and 2019 was $35.0 million. Operating margin was 23.4% for the third quarter of 2020 versus 21.6% for the same quarter in the prior year. Operating income remained flat, while operating margin increased primarily due to lower performance-based compensation expense and lower travel expense. Due to the impact of COVID-19, we have largely suspended hiring until the global demand environment improves.

Other Income and Income Taxes

	Three Months Ended September 30,
	2020			2019		% Change vs. Prior Year
Other (loss) income, net	$	(891	)	$	810		-210	%
Income tax provision		9,119			8,700		5	%

Other (loss) income, net.  Other (loss) income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other (loss) income, net decreased $1.7 million in the third quarter of 2020 compared to the same quarter in the prior year primarily due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency losses of $0.9 million in the third quarter of 2020, and net foreign currency gains of $0.3 million in the third quarter of 2019.

Income tax provision.  Our effective income tax rates were 26.8% and 24.3% for the quarters ended September 30, 2020 and 2019, respectively. The increase in the effective tax rate for the three months ended September 30, 2020 is due to an increase in non-deductible equity-based compensation, and a reduction in expected business credits and deductions.

Condensed Consolidated Financial Summary – First Nine Months of 2020  

• Consolidated revenue: $439.3 million for the nine months ended September 30, 2020 compared to $465.0 million for the nine months ended September 30, 2019.

• Cloud subscription revenue: $56.8 million for the nine months ended September 30, 2020 compared to $31.1 million for the nine months ended September 30, 2019.

• Software license revenue: $28.6 million for the nine months ended September 30, 2020, compared to $39.6 million for the nine months ended September 30, 2019.

• Operating income: $85.9 million for the nine months ended September 30, 2020, compared to $90.9 million for the nine months ended September 30, 2019.

• Operating margins: 19.5% for both the nine months ended September 30, 2020 and 2019.

• Diluted earnings per share: $1.04 for the nine months ended September 30, 2020 compared to $1.06 for the nine months ended September 30, 2019.

• Cash flow from operations: $102.9 million for the nine months ended September 30, 2020, compared to $112.3 million for the nine months ended September 30, 2019.

• Cash and investments: $166.3 million at September 30, 2020, compared to $110.7 million at December 31, 2019.

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Below we discuss our consolidated results of operations for the nine months ended September 30, 2020 and 2019.

	Nine Months Ended September 30,
					% Change vs.			% of Total Revenue
	2020		2019		Prior Year			2020			2019
	(in thousands)
Cloud subscriptions	$	56,827	$	31,110		83	%		13	%		7	%
Software license		28,649		39,621		-28	%		6	%		8	%
Maintenance		108,947		111,185		-2	%		25	%		24	%
Services		232,654		274,208		-15	%		53	%		59	%
Hardware		12,213		8,896		37	%		3	%		2	%
Total revenue	$	439,290	$	465,020		-6	%		100	%		100	%

Cloud Subscription Revenue. Due to the release of Manhattan Active™ Solutions, cloud subscriptions revenue increased $25.7 million in the nine months ended September 30, 2020 compared to the same period in the prior year, as customers began to purchase our SaaS offerings rather than a traditional perpetual license. Our customers increasingly prefer cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $22.6 million, $2.4 million and $0.7 million, respectively, in the nine months ended September 30, 2020.

Software License Revenue.  Software license revenue decreased $11.0 million in the nine months ended September 30, 2020 compared to the same period in the prior year as customers began to purchase our SaaS offerings rather than a traditional perpetual license. Our license revenue performance depends on the number and relative value of large deals we close in the period.  License revenue for the Americas and EMEA segments decreased $4.3 million and $7.3 million, respectively, and license revenue for the APAC segment increased $0.6 million, in the nine months ended September 30, 2020.

The license sales percentage mix across our product suite in the nine months ended September 30, 2020 was approximately 80% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $2.2 million in the nine months ended September 30, 2020 compared to the same period in the prior year. Maintenance revenue for the Americas segment decreased $2.9 million, and maintenance revenue for the EMEA and APAC segments increased $0.6 million and $0.1 million, in the nine months ended September 30, 2020 compared to the same period in the prior year.

Services Revenue.  Services revenue decreased $41.6 million in the nine months ended September 30, 2020 compared to the same period in the prior year. The decline was primarily due to some customers delaying project implementation and upgrades as a result of the COVID-19 pandemic. Services revenue for the Americas, APAC, and EMEA segments decreased $35.7 million, $3.4 million, and $2.5 million, respectively, in the nine months ended September 30, 2020 compared with the same period in the prior year.

Hardware Revenue.  Hardware sales increased $3.3 million in the nine months ended September 30, 2020 compared to the same period in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

	Nine Months Ended September 30,
	2020		2019		% Change vs. Prior Year
Cost of software license	$	1,673	$	1,963		-15	%
Cost of cloud subscriptions, maintenance and services		201,382		211,151		-5	%
Total cost of revenue	$	203,055	$	213,114		-5	%

Cost of Software License.  Cost of software license decreased $0.3 million in the nine months ended September 30, 2020 compared with the same period in the prior year due primarily to decreased third-party software expenses due to decreased sales of third-party software.

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud operations; maintenance services; and

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professional and technical services as well as hosting fees. The $9.8 million decrease in the nine months ended September 30, 2020 compared to the same period in the prior year was principally due to a $9.3 million decrease in performance-based compensation expense and a $13.2 million decrease in travel expense, offset by a $7.6 million increase in compensation and other personnel-related expense, and a $6.4 million increase in computer infrastructure costs related to cloud business transition.

Operating Expenses

	Nine Months Ended September 30,
	2020		2019		% Change vs. Prior Year
	(in thousands)
Research and development	$	63,713	$	65,824		-3	%
Sales and marketing		34,196		41,426		-17	%
General and administrative		45,666		48,091		-5	%
Depreciation and amortization		6,796		5,710		19	%
Operating expenses	$	150,371	$	161,051		-7	%

Research and Development.  R&D expenses for the nine months ended September 30, 2020 decreased $2.1 million compared to the same period in the prior year principally due to a $2.8 million decrease in performance-based compensation expense, and a $0.7 million decrease in travel related expense, offset by a $1.1 million increase in compensation and other personnel-related expenses. For the same reasons included in the quarterly R&D discussion above, no R&D costs were capitalized during the nine months ended September 30, 2020 and 2019.

Sales and Marketing.  Sales and marketing expenses decreased $7.2 million in the nine months ended September 30, 2020 compared to the same period in the prior year primarily due to a $2.9 million decrease in performance-based compensation expense, a $2.1 million decrease in marketing and campaign programs, and a $1.8 million decrease in travel expense.

General and Administrative.  General and administrative expenses decreased $2.4 million in the nine months ended September 30, 2020 compared to the same period in the prior year, primarily due to a $1.8 million increase in performance-based compensation expense.  

Depreciation and Amortization.  Depreciation and amortization of intangibles and software expense for the nine months ended September 30, 2020 and 2019 was $6.8 million and $5.7 million, respectively.  Amortization of acquisitions expense for the nine months ended September 30, 2020 and 2019 was immaterial.

Operating Income

Operating income for the nine months ended September 30, 2020 was $85.9 million compared to $90.9 million for the same period in the prior year. Operating margin was 19.5% for both the first nine months of 2020 and 2019. Operating income has decreased due to lower services revenue as we noticed some delays as a result of the COVID-19 pandemic.  Due to the impact of COVID-19, we have largely suspended hiring until the global demand environment improves. Operating income increased $1.4 million in the Americas segment, and decreased $5.0 million and $1.4 million in the EMEA and APAC segments, respectively.

Other Income and Income Taxes

	Nine Months Ended September 30,
	2020		2019		% Change vs. Prior Year
Other income, net	$	371	$	368		1	%
Income tax provision		19,535		22,219		-12	%

Other income, net.  Other income, net remained flat in the nine months ended September 30, 2020 compared to the same period in the prior year.

Income tax provision.  Our effective income tax rates were 22.7% and 24.4% for the nine months ended September 30, 2020 and 2019, respectively. The decrease is the result of an increase of $3.7 million in excess tax benefits on restricted stock vestings, partially offset by an increase in non-deductible equity-based compensation, and a reduction in expected business credits and deductions.

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Liquidity and Capital Resources

During the first nine months of 2020, while our UK and Australia foreign subsidiaries paid a distribution to the U.S., we funded our business exclusively through cash generated from operations. Our cash and cash equivalents as of September 30, 2020 included $140.0 million held in the U.S. and $26.3 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations, and we do not intend to further repatriate foreign funds to the U.S.  In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would no longer be subject to additional U.S. income taxes on such earnings due to the enactment of the Tax Cuts and Jobs Act in December 2017, but we could be subject to additional local withholding taxes.

Cash flow from operating activities totaled $102.9 million and $112.3 million in the nine months ended September 30, 2020 and 2019, respectively. Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period, the timing and amount of employee bonus and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for the nine months ended September 30, 2020 decreased $9.4 million compared to the same period in the prior year, which is mainly due to an increase in employee bonus payments and the timing of cash collections, partially offset by a decrease in income tax payments.

Cash flow used in investing activities totaled $1.9 million and $9.9 million in the nine months ended September 30, 2020 and 2019, respectively. Our investing activities for both the nine months ended September 30, 2020 and 2019 consisted of capital spending to support company growth and short-term investing. For the nine months ended September 30, 2020 capital spending was $1.9 million. For the nine months ended September 30, 2019, net maturities of investments totaled $1.4 million, while capital spending was $11.4 million.

Financing activities used cash of $43.5 million and $86.5 million for the nine months ended September 30, 2020 and 2019, respectively. The principal use of cash for financing activities in both periods was to purchase our common stock, including shares withheld for taxes due upon vesting of restricted stock. Repurchases of our common stock for the nine months ended September 30, 2020 and 2019 totaled $43.5 million and $86.5 million, respectively, including shares withheld for taxes of $18.5 million and $5.6 million, respectively. We suspended the share repurchase program, effective April 1, 2020, to position our Company for uncertainty in the near-term as a result of the COVID-19 pandemic.

As disclosed in our Annual Report on Form 10-K, our principal commitments consist of obligations under operating leases. As we continue our business transition to a cloud subscription model, we have entered into multiple non-cancellable contracts for cloud infrastructure services. As of September 30, 2020, our cloud infrastructure obligations are approximately $49 million over the next 5 years.  We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations.  Our obligations, as of September 30, 2020, are approximately $9 million over the next 3 years. We expect to fulfill all of these commitments from our working capital.

Periodically, opportunities may arise to grow our business through the acquisition of complementary products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing cash and investments will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. With the COVID-19 impact, we are focused on preserving liquidity and protecting our headcount capacity to support our customers and grow our business when global economic activity begins to recover. For the remainder of 2020, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably and growing our business to extend our market leadership. We will continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. We will also continue to weigh our share repurchase options against cash for acquisitions and investing in the business. At this time, we do not anticipate any borrowing requirements for the remainder of 2020 for general corporate purposes.

Critical Accounting Policies and Estimates

In the first nine months of 2020, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2019 other than the adoption of the ASC 326 Financial Instruments – Credit Losses.

Forward-Looking Statements

Certain statements contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to expectations about global macroeconomic trends and industry developments, plans for future business development activities, anticipated costs of revenues, product mix and service revenues, research and development, selling, general and administrative activities, and liquidity and capital needs and resources. When used in this quarterly report, the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,”

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“project,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance should not be placed on these forward-looking statements, which reflect opinions only as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Some of the factors that could cause actual results to differ materially from the results discussed in forward-looking statements include:

• the duration and severity of the coronavirus disease (COVID-19) pandemic and of measures taken to combat its spread, and the effects of both on our employees, customers, partners and the global economy;

• ongoing disruption and transformation in our vertical markets, including the aggravating effects of the COVID-19 pandemic on the sector;

• the operational and financial effects of our business transition to cloud subscription-based solutions;

• economic, political and market conditions;

• our ability to attract and retain highly skilled employees;

• competition;

• our dependence on a single line of business;

• our dependence on generating revenue from software licenses and cloud subscriptions to drive business;

• undetected errors or “bugs” in our software;

• the risk of defects, delays or interruptions in our cloud subscription services;

• possible compromises of our data protection and IT security measures;

• risks associated with large system implementations;

• possible liability to customers if our products fail;

• the requirement to maintain high quality professional service capabilities;

• the risks of international operations, including foreign currency exchange risk;

• the possibility that research and development investments may not yield sufficient returns;

• the long sales cycle associated with our products;

• the difficulty of predicting operating results;

• the need to continually improve our technology;

• risks associated with managing growth;

• reliance on third party and open source software;

• the need for our products to interoperate with other systems;

• the need to protect our intellectual property, and our exposure to intellectual property claims of others;

• economic conditions and regulatory changes caused by the United Kingdom’s pending exit from the European Union;

• the possible effects on international commerce of new or increased tariffs, or a “trade war”; and

• other risks described under the heading “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019, as these may be updated from time to time in subsequent quarterly reports.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes to the Quantitative and Qualitative Disclosures about Market Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures however are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

As of the end of the period covered by this report, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to material weaknesses.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to legal proceedings arising in the ordinary course of business, and we could be a party to legal proceedings not in the ordinary course of business. We are not currently a party to any legal proceeding the result of which we believe could have a material adverse impact upon our business, financial position, results of operations, or cash flows.

Many of our product installations involve software products that are critical to the operations of our customers’ businesses. Any failure in our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2019, as supplemented by the risk factors disclosed in Item 1A, “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding common stock purchases under our publicly announced repurchase program for the quarter ended September 30, 2020. As mentioned previously, our Board suspended the Company’s share repurchase program, because of COVID-19-related considerations and until conditions improve for the resumption of the program. Accordingly, during the three months ended September 30, 2020, the Company did not repurchase any shares of Manhattan Associates common stock under the share repurchase program. The Company’s authorized repurchase limit remains at $50 million.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2020		-	$	-		-		50,000,000
August 1 - August 31, 2020		-		-		-		50,000,000
September 1 - September 30, 2020		-		-		-		50,000,000
Total		-				-

Item 3. Defaults Upon Senior Securities.

No events occurred during the quarter covered by this report that would require a response to this item.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

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Item 6.Exhibits.

Exhibit 31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, has been formatted in Inline XBRL.

* In accordance with Item 601(b)(32)(ii) of the SEC’s Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MANHATTAN ASSOCIATES, INC.

Date:	November 2, 2020	/s/ Eddie Capel
		Eddie Capel
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	November 2, 2020	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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